SUPPLEMENTARY INFORMATION - CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | Overview Set forth below are condensed consolidating financial statements presenting the financial position, results of operations and cash flows of (i) Time Warner Inc. (the “Parent Company”), (ii) Historic TW Inc. (in its own capacity and as successor by merger to Time Warner Companies, Inc.), Home Box Office, Inc., and Turner Broadcasting System, Inc., each a wholly owned subsidiary of the Parent Company (collectively, the “Guarantor Subsidiaries”), on a combined basis, (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”), on a combined basis, and (iv) the eliminations necessary to arrive at the information for Time Warner Inc. on a consolidated basis. The Guarantor Subsidiaries fully and unconditionally, jointly and severally guarantee securities issued under certain of the Company’s indentures on an unsecured basis. There are no legal or regulatory restrictions on the Parent Company’s ability to obtain funds from any of its wholly owned subsidiaries through dividends, loans or advances. Basis of Presentation In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company’s interests in the Guarantor Subsidiaries and (ii) the Guarantor Subsidiaries’ interests in the Non-Guarantor Subsidiaries, where applicable, even though all such subsidiaries meet the requirements to be consolidated under U.S. generally accepted accounting principles. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.” The Parent Company’s accounting bases in all subsidiaries, including goodwill and identified intangible assets, have been “pushed down” to the applicable subsidiaries. Corporate overhead expenses have been reflected as expenses of the Parent Company and have not been allocated to the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries. Interest income (expense) is determined based on outstanding debt and the relevant intercompany amounts at the respective subsidiary. All direct and indirect domestic subsidiaries are included in Time Warner Inc.’s consolidated U.S. tax return. In the condensed consolidating financial statements, tax provision has been allocated based on each such subsidiary’s relative pretax income to the consolidated pretax income. With respect to the use of certain consolidated tax attributes (principally operating and capital loss carryforwards), such benefits have been allocated to the respective subsidiary that generated the taxable income permitting such use (i.e., pro-rata based on where the income was generated). For example, to the extent a Non-Guarantor Subsidiary generated a gain on the sale of a business for which the Parent Company utilized tax attributes to offset such gain, the tax attribute benefit would be allocated to that Non-Guarantor Subsidiary. Deferred taxes of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been determined based on the temporary differences between the book and tax basis of the respective assets and liabilities of the applicable entities. Certain transfers of cash between subsidiaries and their parent companies and intercompany dividends are reflected as cash flows from investing and financing activities in the accompanying Condensed Consolidating Statements of Cash Flows. All other intercompany activity is reflected in cash flows from operations. Management believes that the allocations and adjustments noted above are reasonable. However, such allocations and adjustments may not be indicative of the actual amounts that would have been incurred had the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries operated independently. Consolidating Balance Sheet March 31, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 300 $ 98 $ 1,052 $ — $ 1,450 Receivables, net 116 1,237 7,223 (36 ) 8,540 Inventories — 574 1,441 (32 ) 1,983 Prepaid expenses and other current assets 409 107 419 — 935 Total current assets 825 2,016 10,135 (68 ) 12,908 Noncurrent inventories and theatrical film and television production costs — 1,891 6,063 (31 ) 7,923 Investments in amounts due to and from consolidated subsidiaries 48,770 10,915 13,092 (72,777 ) — Investments, including available-for-sale securities 297 449 2,671 (5 ) 3,412 Property, plant and equipment, net 52 415 1,995 — 2,462 Intangible assets subject to amortization, net — — 738 — 738 Intangible assets not subject to amortization — 2,007 4,998 — 7,005 Goodwill — 9,880 17,858 — 27,738 Other assets 533 506 2,653 (229 ) 3,463 Total assets $ 50,477 $ 28,079 $ 60,203 $ (73,110 ) $ 65,649 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 754 $ 814 $ 5,290 $ (92 ) $ 6,766 Deferred revenue — 75 520 (7 ) 588 Debt due within one year 295 511 2 — 808 Total current liabilities 1,049 1,400 5,812 (99 ) 8,162 Long-term debt 19,331 3,062 9 — 22,402 Deferred income taxes 2,620 2,872 2,023 (4,895 ) 2,620 Deferred revenue — 26 467 — 493 Other noncurrent liabilities 2,052 1,885 3,938 (1,360 ) 6,515 Redeemable noncontrolling interest — — 30 — 30 Equity Due to (from) Time Warner Inc. and subsidiaries — (54,590 ) (1,287 ) 55,877 — Other shareholders’ equity 25,425 73,424 49,209 (122,633 ) 25,425 Total Time Warner Inc. shareholders’ equity 25,425 18,834 47,922 (66,756 ) 25,425 Noncontrolling interest — — 2 — 2 Total equity 25,425 18,834 47,924 (66,756 ) 25,427 Total liabilities and equity $ 50,477 $ 28,079 $ 60,203 $ (73,110 ) $ 65,649 Consolidating Balance Sheet December 31, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 617 $ 91 $ 831 $ — $ 1,539 Receivables, net 118 1,294 7,329 (42 ) 8,699 Inventories — 528 1,564 (30 ) 2,062 Prepaid expenses and other current assets 639 91 455 — 1,185 Total current assets 1,374 2,004 10,179 (72 ) 13,485 Noncurrent inventories and theatrical film and television production costs — 1,929 6,028 (41 ) 7,916 Investments in amounts due to and from consolidated subsidiaries 48,212 11,319 13,155 (72,686 ) — Investments, including available-for-sale securities 274 441 2,628 (6 ) 3,337 Property, plant and equipment, net 48 423 2,039 — 2,510 Intangible assets subject to amortization, net — — 783 — 783 Intangible assets not subject to amortization — 2,007 4,998 — 7,005 Goodwill — 9,880 17,872 — 27,752 Other assets 520 385 2,522 (249 ) 3,178 Total assets $ 50,428 $ 28,388 $ 60,204 $ (73,054 ) $ 65,966 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 687 $ 854 $ 5,760 $ (109 ) $ 7,192 Deferred revenue — 67 511 (14 ) 564 Debt due within one year 1,434 511 2 — 1,947 Total current liabilities 2,121 1,432 6,273 (123 ) 9,703 Long-term debt 19,318 3,065 9 — 22,392 Deferred income taxes 2,678 3,011 2,133 (5,144 ) 2,678 Deferred revenue — 26 460 — 486 Other noncurrent liabilities 1,976 1,886 3,815 (1,336 ) 6,341 Redeemable noncontrolling interest — — 29 — 29 Equity Due to (from) Time Warner Inc. and subsidiaries — (52,869 ) (366 ) 53,235 — Other shareholders’ equity 24,335 71,837 47,849 (119,686 ) 24,335 Total Time Warner Inc. shareholders’ equity 24,335 18,968 47,483 (66,451 ) 24,335 Noncontrolling interest — — 2 — 2 Total equity 24,335 18,968 47,485 (66,451 ) 24,337 Total liabilities and equity $ 50,428 $ 28,388 $ 60,204 $ (73,054 ) $ 65,966 Consolidating Statement of Operations For The Three Months Ended March 31, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 2,020 $ 5,936 $ (221 ) $ 7,735 Costs of revenues — (923 ) (3,601 ) 191 (4,333 ) Selling, general and administrative (105 ) (311 ) (886 ) 27 (1,275 ) Amortization of intangible assets — — (45 ) — (45 ) Restructuring and severance costs — (2 ) (10 ) — (12 ) Asset impairments — — (1 ) — (1 ) Gain on operating assets, net — — 7 — 7 Operating income (105 ) 784 1,400 (3 ) 2,076 Equity in pretax income (loss) of consolidated subsidiaries 2,203 1,453 557 (4,213 ) — Interest expense, net (208 ) (68 ) 16 1 (259 ) Other income (loss), net 3 — 72 1 76 Income from continuing operations before income taxes 1,893 2,169 2,045 (4,214 ) 1,893 Income tax provision (470 ) (613 ) (588 ) 1,201 (470 ) Net income 1,423 1,556 1,457 (3,013 ) 1,423 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 1,424 $ 1,557 $ 1,458 $ (3,015 ) $ 1,424 Comprehensive income $ 1,406 $ 1,562 $ 1,446 $ (3,008 ) $ 1,406 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 1,407 $ 1,563 $ 1,447 $ (3,010 ) $ 1,407 Consolidating Statement of Operations For The Three Months Ended March 31, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 1,983 $ 5,562 $ (237 ) $ 7,308 Costs of revenues — (953 ) (3,239 ) 187 (4,005 ) Selling, general and administrative (120 ) (312 ) (866 ) 47 (1,251 ) Amortization of intangible assets — — (48 ) — (48 ) Restructuring and severance costs — (4 ) (1 ) — (5 ) Asset impairments (2 ) — (1 ) — (3 ) Operating income (122 ) 714 1,407 (3 ) 1,996 Equity in pretax income (loss) of consolidated subsidiaries 2,028 1,426 471 (3,925 ) — Interest expense, net (247 ) (76 ) 37 2 (284 ) Other income (loss), net 13 (3 ) (49 ) (1 ) (40 ) Income from continuing operations before income taxes 1,672 2,061 1,866 (3,927 ) 1,672 Income tax provision (498 ) (618 ) (572 ) 1,190 (498 ) Income from continuing operations 1,174 1,443 1,294 (2,737 ) 1,174 Discontinued operations, net of tax 40 40 40 (80 ) 40 Net income attributable to Time Warner Inc. shareholders $ 1,214 $ 1,483 $ 1,334 $ (2,817 ) $ 1,214 Comprehensive income attributable to Time Warner Inc. shareholders $ 1,170 $ 1,453 $ 1,287 $ (2,740 ) $ 1,170 Consolidating Statement of Cash Flows For The Three Months Ended March 31, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 1,423 $ 1,556 $ 1,457 $ (3,013 ) $ 1,423 Less Discontinued operations, net of tax — — — — — Net income from continuing operations 1,423 1,556 1,457 (3,013 ) 1,423 Adjustments for noncash and nonoperating items: Depreciation and amortization 3 27 135 — 165 Amortization of film and television costs — 735 1,480 (12 ) 2,203 Asset impairments — — 1 — 1 (Gain) loss on investments and other assets, net (22 ) 5 (149 ) — (166 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (2,203 ) (1,453 ) (557 ) 4,213 — Equity in losses of investee companies, net of cash distributions 6 — 87 — 93 Equity-based compensation 11 23 23 — 57 Deferred income taxes (44 ) (127 ) (95 ) 222 (44 ) Changes in operating assets and liabilities, net of acquisitions 342 (12 ) (1,181 ) (1,415 ) (2,266 ) Intercompany — 605 (605 ) — — Cash provided by operations from continuing operations (484 ) 1,359 596 (5 ) 1,466 Cash used by operations from discontinued operations — — (5 ) — (5 ) Cash provided by operations (484 ) 1,359 591 (5 ) 1,461 INVESTING ACTIVITIES Investments and acquisitions, net of cash acquired (21 ) (9 ) (138 ) — (168 ) Capital expenditures — (32 ) (66 ) — (98 ) Advances to (from) parent and consolidated subsidiaries 1,543 429 1 (1,973 ) — Other investment proceeds 20 — 220 — 240 Cash used by investing activities 1,542 388 17 (1,973 ) (26 ) FINANCING ACTIVITIES Debt repayments (1,144 ) — — — (1,144 ) Proceeds from exercise of stock options 56 — — — 56 Principal payments on capital leases — (3 ) — — (3 ) Dividends paid (316 ) — — — (316 ) Other financing activities 29 (16 ) (131 ) 1 (117 ) Change in due to/from parent and investment in segment — (1,721 ) (256 ) 1,977 — Cash used by financing activities (1,375 ) (1,740 ) (387 ) 1,978 (1,524 ) DECREASE IN CASH AND EQUIVALENTS (317 ) 7 221 — (89 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 617 91 831 — 1,539 CASH AND EQUIVALENTS AT END OF PERIOD $ 300 $ 98 $ 1,052 $ — $ 1,450 Consolidating Statement of Cash Flows For The Three Months Ended March 31, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 1,214 $ 1,483 $ 1,334 $ (2,817 ) $ 1,214 Less Discontinued operations, net of tax (40 ) (40 ) (40 ) 80 (40 ) Net income from continuing operations 1,174 1,443 1,294 (2,737 ) 1,174 Adjustments for noncash and nonoperating items: Depreciation and amortization 2 27 138 — 167 Amortization of film and television costs — 768 1,351 (7 ) 2,112 Asset impairments 2 — 1 — 3 (Gain) loss on investments and other assets, net (3 ) — 14 — 11 Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (2,028 ) (1,426 ) (471 ) 3,925 — Equity in losses of investee companies, net of cash distributions (8 ) — 59 (1 ) 50 Equity-based compensation 42 30 36 — 108 Deferred income taxes 113 37 13 (50 ) 113 Changes in operating assets and liabilities, net of acquisitions 123 (330 ) (1,641 ) (1,133 ) (2,981 ) Intercompany — 616 (616 ) — — Cash provided by operations from continuing operations (583 ) 1,165 178 (3 ) 757 Cash used by operations from discontinued operations — — (4 ) — (4 ) Cash provided by operations (583 ) 1,165 174 (3 ) 753 INVESTING ACTIVITIES Investments in available-for-sale securities — — (5 ) — (5 ) Investments and acquisitions, net of cash acquired (9 ) (14 ) (70 ) — (93 ) Capital expenditures (7 ) (13 ) (55 ) — (75 ) Advances to (from) parent and consolidated subsidiaries 1,471 108 — (1,579 ) — Other investment proceeds 15 — 3 — 18 Cash used by investing activities 1,470 81 (127 ) (1,579 ) (155 ) FINANCING ACTIVITIES Borrowings — — 2 — 2 Debt repayments — (150 ) (2 ) — (152 ) Proceeds from exercise of stock options 56 — — — 56 Excess tax benefit from equity instruments 27 — — — 27 Principal payments on capital leases — (3 ) — — (3 ) Repurchases of common stock (711 ) — — — (711 ) Dividends paid (322 ) — — — (322 ) Other financing activities 58 (25 ) (145 ) 2 (110 ) Change in due to/from parent and investment in segment — (1,277 ) (303 ) 1,580 — Cash used by financing activities (892 ) (1,455 ) (448 ) 1,582 (1,213 ) DECREASE IN CASH AND EQUIVALENTS (5 ) (209 ) (401 ) — (615 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 976 288 891 — 2,155 CASH AND EQUIVALENTS AT END OF PERIOD $ 971 $ 79 $ 490 $ — $ 1,540 |